Ballad of the Night
by Anzu Fan
Summary: 2011 series three-shot.  Panthera.  Leo.  A meeting, an epiphany, and a difficult decision.  A rebellion against evil, powered by a love that doesn't die.  But that doesn't mean it ends happily.


Disclaimer: I haven't come to own the franchise in the past week to the best of my knowledge.

A three-shot, dedicated to the whole PantheraxLeo deal. Heh heh. Panthera Leo. Get it? Eh, never mind. Somebody else noticed that somewhere.

I wonder if there's anyone knows how to get a message to the people in charge of adding characters to the list for 'ThunderCats,' because Leo and Panthera are new to the series, and it's really awkward to put down Mumm-Ra as the character featured in a romance story…yick. Although he does feature…

So, I liked the romance between the two, but because we only get twenty-two minutes for each episode, there wasn't nearly enough of it. This possibly will conflict with canon later, as flashbacks tend to mess us all up, but hey; if it's an interesting story, it'll be okay, right? Mainly about Panthera before, during, and after her relationship with Leo. Because in my mind, she might have an interesting story. And I'm assuming that Lion-O and his ancestors have a purely lion lineage, although that may not be true…there should be an explanation for that. :3

I need a new hobby. Or something to pick off all the ideas running around in my head. Again, just a three-chapter deal. Still working on everything else. First chapter will probably be the shortest of the three. Also, I've no idea what ranking Panthera would be in Mumm-Ra's forces, so I've improvised. Some license has been taken, including the assumption that Leo is sort of like Lion-O, but not entirely. I'm assuming he's about twenty-one during 'Legacy,' while Panthera is twenty-three. This starts off a little earlier.

Warnings: Some violence and mention of death. Hatred for Mumm-Ra. Kissing, although not much more than in the episode. Tender moments, as opposed to blatantly sensual.

* * *

><p><strong>Ballad of the Night<strong>

**Chapter 1**

**When You Meet Someone…**

_Nobody knew exactly how long they'd served him, or where they had resided before he had entered their history. Their tales were bound; Mumm-Ra was master, the cats were his subordinates, and the rest of the animals were slaves. The cats were powerful, resilient, ruthless. They stabbed and vied for Mumm-Ra's favor, and did all they could to avert his wrath and incur his favor. And the truly cunning entered the ranks of his elite, shaking their heads at the poor saps that scrounged for the middling ranks._

_But there were those that knew the cycle was a sick one, and that Mumm-Ra was a demonic tyrant, a curse on the universe. One of those had been Panthera's father._

"We were not born to serve evil. Somewhere along the way, our kind made a deal with the devil, and now we pay for it. Panthera, if ever a day comes when you can break the shackles of Mumm-Ra's taint, do it. If you can save others while doing it, all the better." _He loved her so, as did her mother. From the time she could understand speech, he had told her what his father had told him, and so on._ "The species are different, but they are equal. It is wrong that we are all enslaved under the rule of a tyrant. Never believe that we are any better the species we are forced to subjugate. Seek justice, and you will have made me as proud a cat as any could ever be, my darling child."

_It had been two weeks after that he'd been executed for treason against Mumm-Ra. Her mother had followed, in order to stamp out the sickness of rebellion. But Panthera had only been six, so she had been spared; she had shown skill and intelligence, and perhaps Mumm-Ra had thought she would be absolutely loyal out of fear and gratitude that she had been spared a gory fate._

_She had learned how to hate at six years old. And she had learned how to wear the perfect mask of silky obedience to save her skin. She would not die like her parents; if she was going to die, she was going to go down in a battle against Mumm-Ra and his loyal servants, at least wiping out a little of the scum of the universe._

_But she had aspiration for something bigger. An all out coup, to overthrow the fiend entirely. Ninety-nine percent of the time she thought it a lovely dream, a hope that would not come true in her lifetime. She would dream and find little ways to throw kinks into the works, but never topple the beast. And yet there were rare times, when she was utterly alone, that she could see him smoldering and tumbling from his high perch, and cats were finally setting foot on a grassy planet not to conquer, but to cultivate a home._

_As she grew, Panthera dreamed and climbed higher and higher in the ranks. She used her rank's power secretly to make things better for the prisoners, to push toward the idea her father had envisioned like so many cats before him. A world where the cubs did not have to fear Mumm-Ra except in stories of old, dead boogeymen._

_She watched and waited. And she hoped. _

* * *

><p>"You cats are as marvelous at combat almost as your race is beautiful."<p>

It was uncommon to get a compliment out of Mumm-Ra. Rarer still to get a saying that was true, or directed at her. She waited until the sound of claws on claws fell to a reasonable level before replying, "Thank you, Master."

The room was cool, uncomfortably so. Its blue tones and hues were absorbed by the blackness of Mumm-Ra's wings, and his reflection was an eerie, ugly thing against the smooth glass. Beside him she looked dark and slim, eyes blaring gold against the dark. Several other lieutenants were gathered, observing. Captain Tygus watched each warrior carefully.

Wrapped in black protective suits and helmets, the cats in the training room below were mad with ambition. Each one flung themselves at the others with ferocity, claws bared through the open tips of their gloves. Slim, perfectly formed, these were the strongest of the strong. The very best, ripping at each other's throats.

The protective suits would keep them from death. But it was still sick to see them tear at each other to win the favor of the creature beside her.

"Fourteen is disqualified." Mumm-Ra gazed down into the pale room with distaste, eying the cat sprawled painfully in the corner. It rolled a little, trying to get up. "I'll not have a new officer that can't take a simple blow to the head."

The former commander had fallen prey to a hostile species on one of the desert planets they had invaded, searching for supplies. The war stone that Mumm-Ra coveted was – as of yet – beyond their reach. The planet it rested on was heavily guarded; everyone in the galaxy had heard of Mumm-Ra and the stones. So they bided their time, gathering rations and information.

But in a few years, the forces would be ready. They would reach the planet, and he would claim the stone. Why he wanted it, Panthera didn't know. He already had three; what did he need one more for? He was already so powerful.

One cat in particular seemed to be doing particularly well. He ducked to avoid a kick, and charged toward the assailant, socking him in the stomach. They fell with a loud grunt, and he vaulted over them to hammer another of the more brutal cats.

"He is impressive. Which one is that?" Mumm-Ra asked, wings opening a little in a stretch. Panthera listened with half an ear as Tygus examined him.

"Number seven. Son of the former commander, Leonaius. Nineteen, adept at hand to hand combat. In consideration because of physical ability and lineage." Tygus low growl was nearly inaudible under the clangs of bits of armor striking the ground. Panthera watched him without interest; another brute, probably wanting to follow in his murderer of a father's footsteps. But it was worth noticing that his claws were not red with blood, and he did not kick triumphantly at his downed opponents.

He and another were the only two left after another minute. The only difference in their forms was size; seven was smaller, lithe. The other – six – was a huge, hulking cat, twice his weight. Their helmets concealed their faces, but their bodies betrayed their weariness as they trembled, chests heaving for breath.

Seven charged, body taut and streamlined into the larger one. He was met with two huge paws, grabbing him by head and hurling him upwards. She didn't flinch, for it was a relatively tame thing to see compared what had been done before. It had been meant to break the neck, but seven used the momentum to flip, heel down and striking six in the skull. He followed it up with a fantastic roundhouse kick, pale light flickering over him as his foe grunted and bent, hitting the ground with a groan that rolled out of him like a rock.

It was over. A sharp, cutting clap emanated from her right, and Panthera glanced up in surprise; Mumm-Ra was slowly applauding as seven turned to face the glass wall separating the competitors from their master. "Congratulations, seven. That was a splendid finishing move, particularly against an opponent larger than yourself."

He stood at attention, never twitching in his tiredness. Gaze flitting over him, Panthera couldn't immediately see anything of interest about him. He seemed a gifted fighter, but many of them were. To become a captain, and then Commander, he would have to have more talents than just that. "Thank you, Master Mumm-Ra." He reached for his helmet, unclasping the buckle under his chin and lifting the protective gear from his head.

Panthera rarely paid men any mind. Sure, she liked them, but there had never been one she was actually interested or intrigued by. None had ever truly pursued her, for she was not the type to be hunted. More the type to bust heads. But even she could admire this particular specimen.

He had a red mane as most lions did, and it spilled out over his shoulders. It was thick, healthy, and his fur was a powerfully contrasting gold against it. And his eyes were piercing, blue and full of life.

How common it was to see cats with no life. Most of them followed Mumm-Ra to their graves, as much enslaved as any of the collared animals they commanded. Perhaps it was the boldness of his fur against the pale walls and bland, aching lights within the room, but something about him seemed lively, new.

"You are in consideration for the open ranking of commander. Your father was a skilled warrior; may you prove just as useful to me if you attain the position." With that, Mumm-Ra turned, the air cold and dead where he touched it. "Tygus, you will oversee his continued training, along with the nine others I have selected. For the next three months I want each of them tailed. I have dealt with treason before, and I prefer to do it before they infiltrate the ranks. I can do without a commander until we reach the next planet." The nonchalant, unworried blackness was weird, but if Mumm-Ra was one thing, it was capable.

Leo waited in silence within the room, standing at attention. The sight disgusted her somewhat, but she was not one to judge him; they all fawned and scraped before Mumm-Ra. The dark figure paused, glanced back, and lifted a hand in her direction. In spite of herself, Panthera twitched; Mumm-Ra couldn't read minds, could he? "Lieutenant Panthera, you observed the battle well as I commanded, didn't you?"

"Of course, Master."

"As the lead paw-to-paw combater, I want you to correct any errors Leo has developed in his fighting stances. It seems to be his strong point, and he could be deadly if only instructed. The rest of you, come with me. There are nine others who need an overseer," he said, red, bulbous eyes fixing on her. From beneath her dark hair, she shut her eyes and bowed her head.

"Yes Master." The tendrils of bandage and cloth brushed over her arm as he swept by, and the coldness of them penetrated her sleeve. Looking to Leo, she eyed him critically; he was watching her. In the relative stillness, she could see his chest expanding for breath, the sweat along his brow. He was exhausted.

"Get yourself some rest, cadet. We'll work on your training tomorrow." She turned and paid him no heed after that. Though an interesting development in that cold, dark ship, this was nothing new. She got to train up a brute to be another puppet for Mumm-Ra, simmering with hatred inside.

Same as always.

* * *

><p><em>She had only seen Leonaius once, and that had been when she was first awarded the rank of lieutenant. She'd been sixteen, but with her cunning and grace she was deadly fighter. It had been five years ago, and he hadn't spoken to her, but Panthera could not quite bring herself to forget him.<em>

_He was tall and broad, mane tied back to keep it out of his way. His eyes had looked just like Leo's, the same lively blue, and whenever he moved he brought instant obedience and attention. He would have been better suited to a life hunting in a grassland with his sheer strength, rather than serving Mumm-Ra._

_Everyone had heard of his unparalleled might. He was a warrior, and something about his was ancient and bright. Everyone had also heard of how he could kill a grown cat with only a single blow to the throat._

_But none of those things had occurred to her when she saw him, looking out onto the starry sky, lost in thought. There had been something about him that made her wonder if he was like her, and looking for something to hope for._

_And then she'd been ordered on a mission, and in the vastness of the pyramid, she'd never seen him again. And now he was dead, killed by some kind of carnivorous beast. It had made her sad to hear it, even though she knew little about him._

* * *

><p>When she found Leo the next day, he was already back in the training room. The equipment had been replaced, taken earlier to insure no interference when Mumm-Ra had observed the brawl, and he was attacking a dummy with swift, cutting strikes.<p>

Her duties were already enough to keep her busy, and now she got to look after this guy.

Panthera didn't announce herself, merely watching as he fought with practiced blows. He was good, but something about it seemed a little off. Leo wasn't doing anything wrong, exactly, but he wasn't doing all the damage he could.

"Your father must have trained you." He stopped when she spoke, and turned to salute her.

"Yes Lieutenant," he said, and she was interested to see that he had tied back his mane just as Leonaius had that day.

She stepped toward him, circling him with the air of one inspecting a ware for sale. "What's your angle for becoming Commander? A cat doesn't go for that without a good reason, and if they do, they get snuffed out quickly," she said, noticing he followed her with his eyes. Halting in front of him, she lowered her head so they were eye to eye.

That seemed to perturb him. But his face didn't alter as he replied, "My father was Commander for fifteen years, and I wish to walk in his footsteps in honor of his memory." He spoke clearly, and with honesty, but there was something else hidden in there. She didn't question it.

"All right. He taught you well; you've got a good grasp of ground combat. But there a couple of things I think need work." Panthera moved to his back and took hold of his shoulders gently. She meant it to reassure him, but he twitched, and he nearly cricked his neck as he looked back at her. Ignoring this, she tilted her head, examining the dummy. "Your main issue is that you're trying to fight exactly like him. That'll work against the other cadets for now, but once they get trained properly, it'll get you injured for two reasons. The first is that they all know how he fought; he was a great warrior, and they'll have studied his methods. The second is that you're simply not as heavy or broad as he was, so blows based purely on muscle and weight won't do the same kind of damage."

She noticed about halfway that he was staring. But when she stopped talking, he blinked and looked back at the dummy. "I guess so. What do you recommend, then?"

He was so reserved it was a little annoying. Panthera patted his shoulder. "I recommend using your agility to compensate. Leonaius was graceful in battle, but because he was so powerful he couldn't be as flexible as you can be. And if you can put speed into your blows, they'll be more powerful."

Leo listened, and she saw his ears twitch when she batted a paw at the dummy. "So, how am I going to build up speed?"

Panthera grinned. "Sparring with a swift opponent. Over the next month, I'm going to pound the word 'agility' into your skull."

* * *

><p>"Stand aside. I'm going to interrogate the prisoner."<p>

The sentries saluted, and stepped a pace away to permit her entry to the solitary confinement cell. Hefting the pack on her back, she listened to the hiss of the door and stepped through before it slid shut again.

The jackal was seated on the floor, carefully twisting his wrists in the manacles. He looked up at her, snout curled a little. "I suppose you want my report?" he asked, voice clipped and wry.

The corner of her mouth lifted. She slid off her pack and knelt, hitting the button that released the cuffs. As he rubbed his wrists, she opened the bag and pulled out a small set of rations. "I managed to get some dried meat in there, Shen. How's the family?"

He observed the wrapped packets and nodded his thanks, hiding most of them in the collar of his bodysuit. "As well as can be expected when we're under the thumb of evil itself. My wife is going to have another pup in six weeks, and you know how much I enjoy the thought of my children forever serving Mumm-Ra." He cocked his head, eyes sharp. "Forgive my sarcasm. It's been a long week, and the guards are disappointed with what we managed to collect. But she can use the protein, so thank you." Cats were permitted a fair amount of meat, but the slaves rarely got any. For mainly carnivorous creatures like the dogs and jackals, it was a treat to get it more than twice a year.

"I'm sorry I couldn't bring more." He peeled open one of the smaller packets and tore off a little of the bread. He chewed slowly, savoring it. Panthera seated herself in front of him, fiddling with her glove. "How many were lost?"

"Eight in the initial scouting ventures, and four after that. My uncle was among them; he lost the group in the desert, and that was two weeks ago. The collar would have detonated once he got more than fifty yards from the collective group." He watched her from under his dark brows. "Would it be possible to survive an explosion from such a range?"

Panthera didn't want to say 'no,' but she'd never heard of anyone surviving the detonation. He took silence for what it was, and leaned his head back. "At least he's free from Mumm-Ra, whether he's alive or dead."

She waited about thirty second to speak again. When she did, her voice was low, heavy with treason. "Have you thought about what I said? About turning against him?" The whisper made him open his eyes, and her fur stood on end.

"You'd have to do more than sneak provision to us to convince my kind to work with cats. My own opinion on the matter is unimportant. You have no way of defeating Mumm-Ra, no champion to stand against him, and no real plan."

"I know," she replied, heart sinking. "But in a year, maybe two, who knows? Perhaps by then, things will have changed. And…I've found a couple of sword smiths. If they could forge a blade like Mumm-Ra's sword of Plundarr, and we found someone to wield it, would you consider it then?"

Shen did not answer immediately, finding the wall interesting as he considered. "Even if you could do all that, what would come of it? Even if you find a miraculous champion and Mumm-Ra was defeated, what would change? The cats who enjoy his reign would not step down without a fight. And am I to believe you would find a leader who would not become just like him and take over with Mumm-Ra's power? Forgive me, but I know what power can do, even to a virtuous soul." His eyes glittered, but she could see pity in them. "I won't say no. It would not be impossible to convince my kind, but it will not be easy. For now, lay low. We appreciate what you do."

It was better than a blatant refusal. Panthera nodded and stood up, offering him a paw. He finished the bread and accepted, standing more than a head taller than her. "Take care, Shen. You and the rest."

"As well as we can." He picked up his manacles and she gently reattached them. "Oh, Shana says hello. My daughter admires you very much."

Thinking of the little jackal with her dark, scruffy hair, Panthera smiled even as her heart twisted; this was why Mumm-Ra had to fall.

"Thank you. I'll speak with you later. It'll be a couple of months before the next mission." With that, she lifted her paw to the door. It slid open, and she stepped out, Shen watching her go. "He was compliant. Take him back to the public holding cell," she said coolly. The guards hurried to obey her, and in the dark of the prison bay, Panthera stalked away.

There had to be a way. There had to be a champion, somewhere.


End file.
